A Dark Vector Cognition product

Item 14. Principal Accounting Fees and Services

6K characters. Original on sec.gov ·

Item 14. Principal Accounting Fees and Services

Con Edison

Information required by Part III as to Con Edison, other than the information required in Item 12 of this report by Item 201(d) of Regulation S-K, is incorporated by reference from Con Edison’s definitive proxy statement for its Annual Meeting of Stockholders to be held on May 18, 2026. The proxy statement is to be filed pursuant to Regulation 14A not later than 120 days after December 31, 2025, the close of the fiscal year covered by this report.

The information required pursuant to Item 201(d) of Regulation S-K as at December 31, 2025 is as follows:

Equity Compensation Plan Information

Plan categoryNumber of securities to be issued upon exercise of outstanding options, warrants and rightsWeighted-average exercise price of outstanding options, warrants and rightsNumber of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (1))
(1)(2)(3)
Equity compensation plans approved by security holders
2003 LTIP (a)15,000——
2013 LTIP (b)727,601—3,432,960
2023 LTIP (c)1,317,553—8,682,447
Stock Purchase Plan (d)——8,813,066
Total equity compensation plans approved by security holders2,060,154—20,928,473
Total equity compensation plans not approved by security holders———
Total2,060,154—20,928,473

(a)The number of shares of Con Edison common stock that may be issued pursuant to outstanding awards under the Long Term Incentive Plan approved by the company’s shareholders in 2003 (the “2003 LTIP”) include 15,000 shares for stock unit awards made prior to 2013 that have vested and for which the receipt of shares was deferred. Amounts do not include shares that may be issued pursuant to any dividend reinvestment in the future on the deferred stock units. There is no dividend reinvestment on the other outstanding awards. The outstanding awards had no exercise price. No new awards may be made under the 2003 LTIP.

(b)The number of shares of Con Edison common stock that may be issued pursuant to outstanding awards under the Long Term Incentive Plan approved by the company’s shareholders in 2013 (the “2013 LTIP”) include: (A) outstanding awards made in 2014 and subsequent years (297,458 shares for performance restricted stock units and 179,796 shares for time-based restricted stock units) and (B) 250,347 shares covered by outstanding directors’ deferred stock unit awards (which vested upon grant). There is no dividend reinvestment on the other outstanding awards. The outstanding awards had no exercise price. No new awards may be made under the 2013 LTIP.,

(c)The number of shares Con Edison common stock that may be issued under the Long Term Incentive Plan approved by the company's shareholders in 2023 (the "2023 LTIP") include: (A) outstanding awards made in 2025 (796,490 shares for performance restricted stock units and 435,745 shares for time-based restricted stock units); (B) 85,319 shares covered by outstanding directors’ deferred stock unit awards (which vest upon grant). Amounts do not include shares that may be issued pursuant to any dividend reinvestment in the future on the deferred stock units. There is no dividend reinvestment on the other outstanding awards. The outstanding awards had no exercise price.

(d)Shares of Con Edison common stock may be issued under the Stock Purchase Plan until May 20, 2034 (which is 10 years after the date of the annual meeting at which Con Edison’s shareholders approved the plan).

For additional information about Con Edison’s stock-based compensation, see Note O to the financial statements in Item 8 of this report (which information is incorporated herein by reference).

In accordance with General Instruction G(3) to Form 10-K, other information regarding Con Edison’s Executive Officers may be found in Part I of this report under the caption “Information about our Executive Officers.”

CON EDISON ANNUAL REPORT 2025178

CECONY

Information required by Items 10, 11, 12 and 13 of Part III as to CECONY is omitted pursuant to Instruction (I)(2) to Form 10-K (Omission of Information by Certain Wholly-Owned Subsidiaries).

Fees paid or payable by CECONY to its principal accountant, PricewaterhouseCoopers LLP, for services related to 2025 and 2024 are as follows:

20252024
Audit fees$5,216,005$5,593,417
Audit-related fees (a)—292,680
Total fees$5,216,005$5,886,097

(a)Relates to assurance and related service fees that are reasonably related to the performance of the annual audit or quarterly reviews of the company's financial statements that are not specifically deemed “Audit Services.” The major items included in audit-related fees in 2024 are fees related to reviews of system implementations and associated internal controls.

Con Edison’s Audit Committee or, as delegated by the Audit Committee, the Chair of the Committee, approves in advance each auditing service and non-audit service permitted by applicable laws and regulations, including tax services, to be provided to CECONY by its independent accountants.

179CON EDISON ANNUAL REPORT 2025

Part IV

Previous: Item 13. Certain Relationships and Related Transactions, and Director Independence · Next: Item 15. Exhibits and Financial Statement Schedules